Common use of Certain Corporate Matters Clause in Contracts

Certain Corporate Matters. The Company is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of the Company's properties or nature of the Company's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. The Company has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. The Company has delivered to ADS, or ADS otherwise has had access to, true, accurate and complete copies of its Certificate of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Board of Directors of the Company are complete and correct in all material respects. The stock records of the Company and the stockholder lists of the Company as maintained by its transfer agent are, to the best of Company belief, complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Company’s capital stock and any other outstanding securities issued by the Company. The Company is not in default under or in violation of any provision of its Certificate of Incorporation or Bylaws in any material respect. The Company is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. 3.4

Certain Corporate Matters. The Company WBNI is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of the Company's WNBI' properties or nature of the Company's WBNI' business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. The Company WBNI has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. The Company WBNI has delivered to ADS, or ADS otherwise has had access to, Holdings true, accurate and complete copies of its Certificate of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Board of Directors of the Company WBNI are complete and correct in all material respects. The stock records of the Company WBNI and the stockholder lists list of the Company as maintained by its transfer agent are, WBNI that WBNI has previously furnished to the best of Company belief, Holdings are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Company’s WBNI' capital stock and any other outstanding securities issued by the CompanyWBNI. The Company WBNI is not in default under or in violation of any provision of its Certificate of Incorporation or Bylaws in any material respect. The Company WBNI is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of or its assets is subject. 3.4.

Certain Corporate Matters. The Company is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of the Company's properties or nature of the Company's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. The Company has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. The Company has delivered to ADS, or ADS otherwise has had access to, MTS true, accurate and complete copies of its Certificate Articles of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders shareholders and Board of Directors of the Company are complete and correct in all material respects. The stock records of the Company and the stockholder shareholder lists of the Company as maintained by its transfer agent are, that the Company has previously furnished to the best of Company belief, MTS are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of the Company’s 's capital stock and any other outstanding securities issued by the Company, except as may be provided in the Plan. The Company is not in default under or in violation of any provision of its Certificate Articles of Incorporation Incorporation, Bylaws or Bylaws the Plan (as hereinafter defined) in any material respect. The Company is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. 3.4.

Certain Corporate Matters. The Company INDI is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of the CompanyINDI's properties or nature of the CompanyINDI's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. The Company INDI has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. The Company INDI has delivered to ADS, or ADS otherwise has had access to, Broad Faith true, accurate and complete copies of its Certificate of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Board of Directors of the Company INDI are complete and correct in all material respects. The stock records of the Company INDI and the stockholder lists of the Company as maintained by its transfer agent are, INDI that INDI has previously furnished to the best of Company belief, Broad Faith are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Company’s INDI's capital stock and any other outstanding securities issued by the CompanyINDI. The Company INDI is not in default under or in violation of any provision of its Certificate of Incorporation or Bylaws in any material respect. The Company INDI is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. 3.4.

Certain Corporate Matters. The Company Red Carpet is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of the Company's its properties or nature of the Company's its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. The Company Red Carpet has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. The Company Red Carpet has delivered to ADS, or ADS otherwise has had access to, each of the Purchasers true, accurate and complete copies of its Certificate Articles of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Board Boards of Directors of Red Carpet previously furnished to the Company Purchasers are complete and correct in all material respects. The stock records of the Company Red Carpet and the stockholder lists of the Company as maintained by its transfer agent are, Red Carpet furnished to the best of Company belief, Purchasers are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Company’s Red Carpet's capital stock and any other outstanding securities issued by the CompanyRed Carpet. The Company Red Carpet is not in default under or in violation of any provision of its Certificate Articles of Incorporation or Bylaws in any material respect. The Company Red Carpet is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. 3.4Red Carpet has delivered to the Purchasers a complete copy of Red Carpet’s financial records and tax returns from Red Carpet’s inception to the Closing Date.

Certain Corporate Matters. The Company INDI is duly licensed or qualified to do --------------------------- business and is in good standing as a foreign corporation in every jurisdiction in which the character of the CompanyINDI's properties or nature of the CompanyINDI's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. The Company INDI has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. The Company INDI has delivered to ADS, or ADS otherwise has had access to, Broad Faith true, accurate and complete copies of its Certificate of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Board of Directors of the Company INDI are complete and correct in all material respects. The stock records of the Company INDI and the stockholder lists of the Company as maintained by its transfer agent are, INDI that INDI has previously furnished to the best of Company belief, Broad Faith are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Company’s INDI's capital stock and any other outstanding securities issued by the CompanyINDI. The Company INDI is not in default under or in violation of any provision of its Certificate of Incorporation or Bylaws in any material respect. The Company INDI is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. 3.4.